Terms of Business.

Anglo-Corp Limited Terms of Business
These terms apply to all our work for you unless we have agreed to modify them in a written document which has been signed by one of our directors or a person authorised to do so by our directors. They are effective from 26 August 2014 but we may change them from time to time.

 

1 Anglo-Corp Limited
1.1 Your contract is with Anglo-Corp Limited. A company registered in the Republic of Seychelles with IBC number 073781.
1.2 We assume (that is, Anglo-Corp Limited assumes) liability for and are fully and exclusively responsible for the services provided by our officers, consultants and employees on our behalf.
1.3 There is no contract between you and any member, officer, employee or consultant of Anglo-Corp Limited. Any work done for you by any of our members, officers, employees or consultants is done by them on behalf of Anglo-Corp Limited and not in their individual capacity and none of them assumes any personal responsibility to you for the work.
1.4 You agree that, to the extent permitted under any applicable law, if, as a matter of law, a duty of care, or any other duty, liability or obligation would otherwise be owed to you by any of our members, officers, employees or consultants, that duty is excluded.
1.5 You agree that you will not bring any claim, whether on the basis of breach of contract, tort (including, but not limited to, negligence), breach of statutory duty or any other basis against any of our members, officers, employees or consultants relating to any loss or damage that you or any person or company or other body (whether or not it has separate legal personality) associated with you suffer or incur, directly or indirectly, in connection with any work done for you.
1.6 So, any claim you wish to make can only be made against Anglo-Corp Limited and not against our members, officers, employees or consultants.
1.7 Each of our members, officers, employees and consultants is entitled to the benefit of the provisions of this clause 1 under the Contracts (Rights of Third Parties) Act 1999.
1.8 All correspondence and other communications sent to you in the course of providing services, whether signed by an officer, consultant or employee, is to be treated for all purposes as having been sent on behalf of Anglo-Corp Limited.
1.9 Unless the context otherwise requires, whenever:
(a) reference is made to “Anglo”, “Anglo-Corp”, “Anglo Corporate”, “Anglo Corporate Services”, “we”, “our” or “us” it is a reference to Anglo-Corp Limited; and
(b) reference is made to “you” or “your” it is a reference to our client and any Managed Body as identified in our Letter of Engagement.
1.10 When reference is made to “Managed Body” it is a reference to a company, partnership, trust, association, foundation or any other body or structure (whether or not it has separate legal personality) established or administered by us on behalf of our clients.
2 Scope of Our Services
2.1 We provide management, administration and associated services in connection with Managed Bodies.
2.2 The particular services we have agreed to provide you will be set out in our Letter of Engagement to you. We will not be responsible for providing any other services to you unless agreed in writing.
2.3 If a service that we have provided to you has been rejected by a third party, we are under no obligation to refund monies to you for such services.
2.4 If a service that we have provided to you turns out to be untenable, a solution will be sought to suit all parties but at no additional cost to us.
2.5 We do not provide tax or legal advice.
2.6 We do not have any responsibility for and will not have any liability to you or any other person associated or connected to you arising from the establishment, acquisition, administration or operation of any Managed Body or the provision of any other services by us except as set out in these Terms of Business as supplemented by our Letter of Engagement.
3 Money, Fees and Expenses
Fees:
3.1 Our fees and the basis on which they are calculated are stated in our Letter of Engagement.
3.2 We have the right to change our fees as long as we give you at least 90 days notice of any change.
3.3 If we have changed our fees we will charge you at the rate applicable when our services are provided unless agreed otherwise.
Taxes:
3.4 Fees are subject to any sales tax, duty or other impost, where applicable, at the appropriate rate. This will be added to your bill.
Your Money:
3.5 When we hold any money for you, we do not pay interest on the outstanding credit balance unless we have agreed otherwise in writing.
Other money held:
3.6 Where funds belonging to you are received by us for any reason we can deduct any unpaid fees from those funds without first asking you for approval.
Funding Managed Bodies:
3.7 You must at all times keep any Managed Body in funds sufficient to meet its liabilities as they fall due for payment. Our fees will be a first charge on the funds of each Managed Body.
Expenses:
3.8 We are under no obligation to pay for additional costs or disbursements, including but not limited to flights and notarisation of client’s identification documents.
4 Guarantee
4.1 You guarantee the due payment of all fees in connection with our services and we will not be required to have recourse to any assets owned by a Managed Body or any other person before we can enforce any claim against you under this guarantee.
4.2 In these terms any guarantee and indemnity is given in every case as principal and your liability as a surety will not be limited or apportioned with any other person.
5 Bills
5.1 We usually deliver bills in advance of providing any services covered by the bill. Bills are payable in full within 30 days. We do not have to provide any services covered by a bill until it has been paid in full.
5.2 If a bill is not paid within 30 days after its issue, we have the right to charge you interest on the outstanding amount. Interest is calculated on a daily basis at the rate from time to time applicable to judgment debts from 30 days after delivery up to the date of payment.
5.3 If a sum includes a sum in respect of an annual charge for any service and this is not paid within the time required in these terms then in addition to our right to charge interest we have the right to charge you a minimum administration fee of £150 per month or any other sum set out in our Letter of Engagement.
5.4 We have the right to close down a Managed Body if fees have not been paid by the due date. The cost to close down the Managed Body will be your responsibility.
5.5 We have the right to claim a lien over (i.e. keep) deeds, documents, electronic records, and other items held for you until our bills are paid in full.
5.6 Invoices will be addressed to you at your residential address given at the time of the Letter of Engagement.
6 Confidentiality
Our confidentiality obligations:
6.1 We will treat all information you provide to us (other than information which is in the public domain) as confidential. We will not disclose any confidential information to any third party, except with your written consent or if necessary or customary in the normal performance of our services (e.g. passing it to other professionals and consultants assisting us or you with your work, unless you ask us not to) or if required or permitted by law or any regulatory authority to which we are subject.
Your confidentiality obligations:
6.2 You will treat all information we give you (other than information which is in the public domain) as confidential including, but not limited to, the contents of our Letter of Engagement to you. You will not disclose that confidential information to any other person, unless we give our written consent or as required or permitted by law or any regulatory authority to which you are subject.
7 Client Identification and Communications
Communications:
7.1 We can use e-mail when working on your matters. If we use e-mail, we take reasonable precautions to ensure it is virus free, but this cannot be guaranteed and you accept this and the other risks inherent in this form of communication.
7.2 E-mail and telephone communications may be monitored in accordance with applicable law and regulations.
7.3 We rely on you to tell us in writing if you have any preferred method of communication or if communication is only to be made through one or more designated individuals.
Client identification:
7.4 When asked, you will provide the necessary information for us to check your identity for the purposes of our statutory obligations.
Instructions:
7.5 You will tell us the full background relevant to the services we are to provide, give us timely and accurate instructions, tell us promptly of any change in circumstances that may affect the work we do for you, respond promptly to our requests for instructions and information and tell us promptly if you have any queries or concerns. This includes telling us promptly of any proposed or actual changes in the beneficial ownership of any Managed Body. You will also pay our fees associated with any work necessary as a result of that change such as amending or producing any relevant documents.
8 Your Covenants and Undertakings to us
8.1 You warrant that:
(a) any asset introduced to any Managed Body has been lawfully introduced and is not derived from or otherwise connected with any illegal activity;
(b) no Managed Body will be engaged or involved directly or indirectly in any unlawful activity or be used for any unlawful purpose and you will keep us fully informed about all business to be done in the name of or for your account and you will use your best endeavours to ensure any Managed Body is run in a proper and business-like manner and complies with all applicable laws and regulations;
(c) you have taken appropriate tax and other advice with regard to the establishment, conduct and use of any Managed Body;
(d) no instructions given to us will require or involve any unlawful act or contain any falsehood and all information you give to us will be accurate and not misleading;
(e) you will not use any Managed Body in a way that breaks any applicable code of dealing in securities;
(f) you shall procure that any Managed Body complies with all filing requirements in any applicable jurisdiction and that all taxes and governmental dues payable by any Managed Body are discharged;
(g) where our services include the provision of officers for any Managed Body, you will not do anything with regard to any Managed Body nor enter into any contract on its behalf without our written consent; and
(h) you shall disclose or procure the disclosure to us, on request, of any and all information concerning any Managed Body or its business.
9 Failure to Make Payments or Provide Instructions
9.1 If:
(a) any demand is made against you or any Managed Body for payment of any sum due and that payment has not yet been made; or
(b) we have asked for instructions and we have not been given any or in our absolute discretion we consider them inadequate or improper;
then, we may proceed as follows:
(c) take no further action on a particular matter;
(d) take no further action in relation to any Managed Body;
(e) utilize any assets of any Managed Body or other assets held by us on your behalf in or towards satisfaction of any demand;
(f) have any Managed Body dissolved or otherwise terminated;
(g) transfer all or any shares in or capital of or other interest or assets in any Managed Body into your name or any other name we in our sole discretion consider appropriate; or
(h) instruct a debt collection agency to collect all our unpaid fees including any and all related charges in this regard,
provided that we must first give you notice that this term will apply unless you have taken the action required in that notice within the time specified.
9.2 We have no liability in respect of or arising out of any action or inaction taken under clause 9.
10 Alienation of Interest
You shall notify us before alienating, assigning, selling, pledging or otherwise disposing of or encumbering your interest (or any part of it) in any Managed Body.
11 Our Discretion
Nothing in these terms shall limit the manner in which we may exercise any discretionary powers we have.
12 Liability
Limitation on our liability:
12.1 Our financial liability in respect of our services to you for any and all losses, liabilities, damages, claims, demands and costs (including any costs we incur in defending any actions against us) arising out of or in connection with those services shall not exceed £5,000 whether the liability arises in contract, negligence or other tort, breach of statutory duty or otherwise.
12.2 However, we do not seek to limit our liability arising from our fraud, gross negligence or our liability for death or personal injury caused by our negligence or in any way to exclude or restrict our liability other than as is permitted by law.
Duty of care:
12.3 Our duty of care under this contract and any duty of care we also owe as a matter of law is a duty owed to you alone. We do not owe a duty of care to any third party and assume no responsibility to any third party in respect of the performance of our duties to you.
12.4 We are not liable for any failure to fulfil our obligations due to circumstances beyond our reasonable control.
Liability of others:
12.5 If any claim is made against us relating to the provision of services to you, our liability is limited to a just and equitable proportion of the total loss or damage in respect of that claim taking account of contributory negligence and the legal responsibility of any other person or organisation (regardless of the ability of that person or organisation to make payment).
12.6 If we work for you with another person or organisation which limits its liability by agreement with you, our liability in respect of that work is limited to the amount which would have applied if that other person or organisation had not so limited its liability.
Indemnity:
12.7 We shall not be liable for and you will indemnify us to the greatest extent permitted by law from and against all losses, actions, suits, proceedings, claims, demands, damages, costs, charges, expenses, investigations and liabilities of any kind which may arise in connection with any Managed Body or from the provision of our services and you will reimburse us for all costs and expenses (including legal and other professional fees) which are incurred by us in connection with investigating or defending any such claim or proceeding, other than liabilities arising from our fraud or gross negligence. This indemnity shall continue in force without limit in time, whether or not we are continuing to provide services to you and without affecting any other indemnity given to us.
13 Termination or Suspension
Your rights:
13.1 As long as you have paid all outstanding fees in full you may terminate our engagement by giving us at least 90 days written notice.
13.2 If you terminate our engagement we are entitled to charge you our fees and expenses associated with the transfer of the management, administration and other services provided in connection with your Managed Body to any other person or the winding-up of the business and affairs of that Managed Body. We may bill you for those fees and expenses before we do anything after receiving your notice. Until you pay that bill we do not have to do anything.
Our rights:
13.3 We may terminate our engagement at any time by giving you not less than 30 days written notice.
13.4 If you fail to pay when requested money on account of fees and expenses or any bill or you otherwise fail to comply with these terms we may terminate our engagement immediately by giving you written notice or suspend the provision of services until either you correct your failure or we terminate our engagement.
13.5 We may also terminate our engagement immediately by giving you written notice if we become aware that you are or may become subject, in any part of the world, to investigation by any judicial or regulatory authority or criminal proceedings are instituted or threatened against you or in relation to you.
13.6 If we terminate our engagement we may immediately resign from any office or other position held in connection with the services we provide you.
13.7 During any period of suspension or following termination of our engagement you remain liable to pay our fees and expenses for further work undertaken by us to discharge any obligations or duties we or any of our officers, employees or consultants may have under applicable law arising from that engagement. We shall also be entitled to make any retentions and receive any indemnities we in our absolute discretion require in respect of any actual or contingent liabilities.
13.8 We may also close down a Managed Body if fees have not been paid by the due date. The cost to close down the Managed Body will be your responsibility.
14 General
14.1 These terms and our services are governed by English law and you and we both submit irrevocably to the jurisdiction of the English courts in relation to any dispute between us.
14.2 Except where we clearly say otherwise, nothing in these terms gives any person any rights under the Contracts (Rights of Third Parties) Act 1999. These terms may be varied by us without the consent of any third party.
14.3 If any part of these terms is held to be invalid or unenforceable, the remaining terms will continue in full force and effect.
14.4 If in the future the business of Anglo- Corp is transferred to a new entity you agree to the novation of any contract or contracts that we have with you to the new entity provided that we notify you of the transfer. The novation will take effect on the date of the transfer to the new entity. The novation will only affect rights and obligations under the contract or contracts with effect from the date of the transfer. From the date of transfer services will be provided to you by the new entity in place of Anglo-Corp and your rights in respect of those services will be exercisable only against the new entity.

 

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